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COMMITMENTS AND CONTINGENCIES | 12 Months Ended
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Dec. 31, 2013
COMMITMENTS AND CONTINGENCIES. |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Operating Lease Commitment In February 2012, we entered into a lease agreement for our premises at 149 Commonwealth Drive under which the term of the lease was set to expire in July 2014. As of December 31, 2013, future minimum payments under our operating lease for our premises at 149 Commonwealth Drive were approximately $529,000. In February 2014, we amended the lease agreement for our premises at 149 Commonwealth Drive to extend the lease term through January 2016. See Note 17 on Subsequent Events for further information on the amended lease agreement. In June 2012, we amended the lease agreement for the premises at 200 Constitution Drive to extend the term of the lease through July 2014. In connection with the decision in April 2013 to close our research laboratory facility, we entered into an amendment to the lease agreement for the 200 Constitution Drive facility under which the lease terminated effective December 31, 2013. Rent expense under our operating leases was approximately $1,422,000, $1,474,000 and $1,311,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Severance Plan We have an Amended and Restated Severance Plan, or Severance Plan, that applies to all employees that are not subject to performance improvement plans, and most significantly provides for, among other benefits: (i) a severance payment upon a Change of Control Triggering Event and Separation from Service (as defined in the Severance Plan) and (ii) each non-executive employee to receive a severance payment upon a Non-Change of Control Triggering Event and Separation from Service (as defined in the Severance Plan). A Change of Control Triggering Event is defined as an event where: (i) an employee is terminated by us without cause in connection with a change of control or within 12 months following a change of control provided, however, that if an employee is terminated by us in connection with a change of control but immediately accepts employment with our successor or acquirer, the employee will not be eligible for the benefits outlined in the Severance Plan; (ii) an employee resigns because in connection with a change of control, the offered terms of employment (new or continuing) by us or our successor or acquirer within 30 days after the change of control results in a material change in the terms of employment; or (iii) after accepting (or continuing) employment with us after a change of control, an employee resigns within 12 months following a change of control due to a material change in the terms of employment. A Non-Change of Control Triggering Event is defined as an event where a non-executive employee is terminated by us without cause. Severance payments range from two to 18 months of base salary, depending on the employee's position with us, payable in a lump sum payment. The Severance Plan also provides that the provisions of employment agreements entered into between us and executive or non-executive employees supersede the provisions of the Severance Plan. As of December 31, 2013, all our executive officers have employment agreements with provisions that may provide greater severance benefits than those in the Severance Plan. Indemnifications to Officers and Directors Our corporate bylaws require that we indemnify our officers and directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Geron. In addition, we have entered into separate indemnification agreements with each of our directors which provide for indemnification of these directors under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in our bylaws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. There were no such obligations on our consolidated balance sheets as of December 31, 2013 and 2012. Purported Securities Class Action Lawsuit On March 14, 2014, a purported securities class action lawsuit was commenced in the United States District Court for the Northern District of California, naming as defendants us and certain of our officers. We currently are not able to estimate the possible cost to us from this matter, as this lawsuit is currently at an early stage, and we cannot ascertain how long it may take to resolve this matter or the possible amount of any damages that we may be required to pay. We have not established any reserve for any potential liability relating to this lawsuit. A reserve may be required in the future due to new developments with respect to the pending or additional related lawsuits or changes in approach such as a change in or establishment of a settlement strategy in dealing with these matters. See Note 17 on Subsequent Events for a further discussion of this litigation.

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